Token sale agreement(Public)
please read carefully this document before making any payments for tokens, as it affects your obligations and legal rights, including, but not limited to, waivers of rights and limitation of liability. if you do not agree with this document, you shall not make any payments for tokens
tokens are not being offered or distributed to, as well as can not be resold or otherwise alienated by their holders to, citizens of, natural and legal persons, having their habitual residence, location or their seat of incorporation (i) in the united states of america (including its states and the district of columbia), puerto rico, the virgin islands of the united states, any other possessions of the united states of america, or (ii) in the country or territory where transactions with digital tokens are prohibited or in any manner restricted by applicable laws or regulations
tokens may have no value. buyer may lose all amounts paid.Last updated: 02 September, 2018
MIMINER PTE. LTD., a company registered in Republic Singapore with the company number 201821471D and registered office at ANSON ROAD 10, #05-17, INTERNATIONAL PLAZA ("Company")
HERE BY everyone is invited who (i) wants to participate in MIMINER PTE. LTD. Project and (ii) is not a Restricted Person (as it defined below) ("Invitees") to make an offer addressed to Company in order TO ENTER INTO AGREEMENT ON SALE OF TOKENS ("Agreement") under the terms and conditions set out below ON THE BUYER’S SIDE ("Buyer").
If you meet the criteria for an invitation, you have the right to make an offer to purchase ERC20 compatible tokens "MIT", distributed to Ethereum blockchain ("Tokens") in the amount which you want, by sending a request through the form in my c.b.s. ( If payment is made in currency) or through the purse is assigned to you in the personal account of the investor (in case of payment in Cryptocurrency). To do this, you must follow the instructions in your personal area on the site.
Your transfer payment for tokens will be in your readiness to conclude an agreement with the company on the terms set out in it.
If the company agrees to your proposal, made in a certain way, it will distribute the tokens for you according to the conditions set out in this agreement. Getting a ERC20 token (as defined below) on the purse Ethereum in myalpari constitutes adequate agreement in respect of such tokens.
If the company, for any reason, rejects your offer, no agreement is concluded and your funds will be returned. In this case, any reimbursement made in your favour, will be reduced by the amount of any costs if the company has incurred or may incur in the future, including any exchange fees, bank fees, agency and brokerage fees, royalties, taxes, fees for transactions on blokchajne etc.
Company is free to reject any of your offers, even if it is made in a proper manner.
You and the company agree to the following:1. DEFINITIONS1.1.
In addition to the definitions contained in other places in the text of this agreement, the following terms and expressions shall have the meaning attributed to them below:
"Cryptocurrency" means Bitcoin (BTC), Ether (ETH) and other cryptocurrency, which Company will accept as the payment for Tokens.
"Damages" means damages, losses, liabilities, costs or expenses of any kind, whether direct or indirect, consequential, compensatory, incidental, actual, exemplary, punitive or special and including, without limitation, any loss of business, revenues, profits, data, use, goodwill or other intangible losses.
"Disputes" has the meaning, set out in Article 11.2.
"Ethereum" means an open-source, public, blockchain-based distributed computing platform featuring smart contract (scripting) functionality.
"Ethereum ERC20 Wallet" has the meaning, set out in Article 5.1.2 of Exhibit 1.
Stream (ETH)-Exchange unit Jefiriuma; a kind of digital financial asset (property in electronic form) that is created by using encryption (cryptographic) funds, ownership of which is satisfied by making digital recordings in a distributed registry of digital transactions.
A user is any natural or legal person (s) using the functionality of the platform.
Registration is a set of consistent action of the buyer to fill the registration form, thereby creating a personal account (account).
Personal account (account)-personal section of the user on the site, containing the user's registration information, as well as a digital wallet, the broadcast is bound to address through which are purchased tokens.
"Fiat Currencies" means the legal tender currency circulated in specific country or region, such as Russian rubles, US dollars, Euro, etc., which Company will accept as the payment for Tokens.
"Minimum Threshold" has the meaning, set out in Article 3.7 of Exhibit 1.
"Notices" has the meaning, set out in Article 13.9.
"Platform" means a system of monitoring and control equipment, which should be developed by and granted access to the personal account of the user.
"Restricted Persons" has the meaning, set out in Article 4.6.
"Sale Launch Date" means the calendar date when the Token Sale launches as it is set out in Article 1.1 of Exhibit 1.
"Sale Expiration Date" means the calendar date when the Token Sale expires as it is set out in Article 1.1 of Exhibit 1.
"Services" means the services and other use cases which Company Parties provide to the holders of the Tokens via the Platform and which are more specifically described in the White Paper.
"Token Sale" has the meaning, set out in Article 1.1 of Exhibit 1.
" Smart Contract" means the Ethereum smart contract representing the mechanism of creation and distribution of the Tokens.
"User Account" has the meaning, set out in Article 2.2.1 of Exhibit 1.
"Web Application" has the meaning, set out in Article 2.1 of Exhibit 1.
"Website" means https://miminer.com
, all subdomains, and all their respective pages.
«White Paper» is a document that describes the ICO project in details. In fact, it is a marketing document for potential investors
This agreement shall enter into force and obliges the company to the purchaser when the purchaser receives the address of the Ethereum purse tokens ERC20 in an amount determined in accordance with the terms of annex 1 to the present document2.2.
Side of the company has prepared a white paper, which may change from time to time at the sole discretion of the company, which is included in this description by reference. The buyer is familiar with and understands the white paper and its contents. The contents of the white paper is not mandatory for the company and may be changed in accordance with the current research and development service§2 No Partner Relationship between Buyer and Company Parties2.4.
Company and Buyer are independent contractors, and neither party hereto, nor any of their respective affiliates, is an agent of the other for any purpose somehow related to this Agreement or has the authority to bind the other.2.5.
Purchasing of the Tokens from Company does not create any form of partnership, joint venture or any other similar relationship between Buyer and a Company Party.3. LEGAL STATUS OF TOKENS§1. Restricted Use of Tokens3.1.
The Tokens are intended to be used only:
3.1.1 Allow the use of and interaction with the service and maintenance of working conditions, as described in the white paper;
3.1.2. as a means to obtain the Services as it is strictly described in the White Paper;
3.1.3. as a means to obtain discounts on service, because it is strictly described in the white paper3.2.
Hereby Buyer accepts explicitly and agrees that:
3.2.1. it is the responsibility of solely Buyer to determine if Buyer can legally purchase the Tokens in his jurisdiction and whether Buyer can then resell the Tokens to another purchaser in any given jurisdiction; and
3.2.2.he is not acquiring the Tokens for any other uses or purposes, except for as specified in Article 3.1; and
3.2.3 None of the parties has no other obligations, except as expressly set forth in this agreement.3.3.
Important additional details regarding the Tokens, the Services are provided in the White Paper.§2. Created tokens have no rights3.4.
Ownership of tokens has no rights, implied or otherwise, except for the right to use tokens, as described in article 3.1. In particular, tokens:
3.4.1. Do not provide Buyer with rights of any form with respect to any of the Company Parties or its revenues or assets, including any voting, distribution, redemption, liquidation, proprietary (including all forms of Intellectual Property), or other financial or legal rights;
3.4.2. Do not represent a loan to any of the Company Parties; and
3.4.3. Do not provide Buyer with any ownership or other interest in any of Company Parties.3.5.
Acquisition of the Tokens from Company does not present an exchange of payment (Cryptocurrencies or Fiat Currencies) for any form of shares in any of Company Parties or the Intellectual Property. For the avoidance of doubt and irrespective of the provisions of the White Paper, Buyer is not entitled to any guaranteed form of dividends, revenue distributions, and voting rights.3.6.
For the purpose of this Agreement, the Tokens shall be viewed as software with cryptographic elements that is sold out as a utility appliance for the Platform. Company may from time to time launch various incentive programs, including the one specified in Article 3.1, for the holders of the Tokens to encourage and promote their attention to the Platform.§3. Not for Investment Purposes3.7.
Although the Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity or any other kind of financial instrument. The Tokens are not intended to be marketed, offered for sale, purchased, sold, or traded in any jurisdiction where they are prohibited by applicable laws or require further registration with any applicable governmental authorities.3.8.
The Tokens may be exchangeable on cryptographic token exchanges. However, none of Company Parties give warranties or representations that the Tokens will be exchangeable on such exchanges.3.9.
This Agreement does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a Token Smart Contract.§4. Funds Collected through Token Sale3.10.
Funds collected through the Token Sale will be utilized by Company and other Company Parties in their sole discretion according to the plan specified in the White Paper.§5. The ability to change the token functionality3.11.
Side of the company are in the process of legal and normative analysis functionality of tokens. After this analysis, the party of the company may decide to change the intended functionality of the tokens, to ensure compliance with any legal or regulatory requirements, which are prone to tokens. The company shall publish a notice on the Web site of any changes to the functionality of the tokens and the responsibility of the buyer is to regularly check the Site for any such notices.4. TOKEN SALE PROCEDURE§1. General Provisions on Token Sale Procedure4.1.
The substantial information about the procedures and material specifications of the Token Sale are provided in Exhibit 1, including details regarding the timing, pricing of the Token sale, and the number of Tokens to be sold and distributed. The information about specific procedures on how Buyer should purchase the Tokens may also be provided on the Website. By sending the payment for the Tokens, Buyer acknowledges that he understands and has no objection to these procedures and material specifications. Failure to follow such procedures may result in Buyer not receiving any Tokens.4.2.
Buyer's purchase of the Tokens from Company during the Token Sale period is final, and there are no refunds or cancellations except as provided in the binding legal documentation published on the Website or may be required by applicable law or regulation.4.3.
Company reserves the right to refuse or reject the offers on acquisition of the Tokens at any time at Company's sole discretion, including cases when the information provided by Buyer (Invitee) upon any requests is not sufficient, inaccurate or misleading, Buyer (Invitee) is deemed to be a Restricted Person, or Buyer (Invitee) has not complied with any of the requirements of the Web Application.
To the extent that the Company refuses or refuses offers to purchase tokens, the Company will make reasonable efforts to ensure that the transferred payment was returned to the Buyer (Invited) in the amount determined in accordance with this document and the escrow agreement with the agent . However, the Company does not guarantee, does not represent and does not offer any assurances that the Company will be able to successfully restore and / or return such transfers.4.4.
At any time prior to the expiration of the Token Sale, Company may either temporarily suspend or permanently abort the Token Sale for security reasons. Any suspension or abort of the Token Sale shall be deemed to commence from the moment that Company publishes a notice to that effect on the Website4.5.
Buyer shall provide after the sale of the tokens an accurate digital wallet address to Company for receipt of any Tokens distributed pursuant to this Agreement.§2. Persons Who Are Restricted to Purchase Tokens4.6.
The Tokens are not being offered or distributed to, as well as can not be resold or otherwise alienated by their holders to the following restricted persons ("Restricted Persons"):
4.6.1. citizens of, natural and legal persons, having their habitual residence, location or their seat of incorporation in the United States of America (including its states and the district of Columbia), Puerto Rico, the Virgin Islands of the United States, or any other possessions of the United States of America; and
4.6.2. citizens of, natural and legal persons, having their habitual residence, location or their seat of incorporation in the country or territory where transactions with digital tokens are prohibited or in any manner restricted by applicable laws or regulations, or will become so prohibited or restricted at any time after this Agreement becomes effective.4.7.
The Restricted Persons are strictly prohibited and restricted from purchasing and using the Tokens and Company Parties are not soliciting purchases and usage by Restricted Persons in any way.4.8.
It is solely Buyer's obligation to verify at the time of making payment for the Tokens:
4.8.1 The purchaser or the person whom he represents, is a restricted person;
4.8.2. . the buyer is permitted to purchase tokens in accordance with applicable legislation, regulations; as well as
4.8.3. .it is allowed or not allowed to applicable laws and regulations use Buyer tokens in the order specified on the site.4.9.
If a Restricted Person purchases the Tokens, such Restricted Person has done so on an unlawful, unauthorized and fraudulent basis. In such a case, any transactions and operations entered into by the Restricted Person in respect of the Tokens shall be null and void, including, but not limited to, the following:
4.9.1. transactions resulting from acceptance of this Agreement;
4.9.2. any transaction resulting from the acquisition of the Tokens; and
4.9.3. any payment operation.4.10.
None of the Company Parties shall be bound by a transaction or an operation specified in Article 4.9, and respective Company Party may, in its sole discretion:
4.10.1. take all necessary and appropriate actions to apply and enforce the consequences of the void transactions and operations specified above;
4.10.2. notify the relevant authorities on the transaction or the operation in question; and
4.10.3. retain all the funds paid by the Restricted Person and either freeze them until the situation is resolved by the respective authority or transfer to the account specified by the relevant financial authority, or apply to cover inflicted losses or discharge liabilities, or refund to the payer of the funds in accordance with the applicable legislation and provisions of this Agreement.4.11.
Any Restricted Person purchasing the Tokens shall be solely liable for Damages caused to Company Parties and shall indemnify, defend and hold harmless Company Parties from any Damages, losses, and expenses incurred by Company Parties that arise from or are the result of such Restricted Person’s purchase of the Tokens.
Company neither offers or distributes the Tokens nor carries on a business (activity) in any regulated activity in Singapore, in People's Republic of China, in South Korea, or in other countries and territories where transactions in respect of, or with use of, digital tokens fall under the restrictive regulations or require from Company to be registered or licensed with any applicable governmental authorities.5. BUYER ACKNOWLEDGEMENT OF RISKS
Buyer acknowledges and agrees that there are risks associated with purchasing the Tokens, holding the Tokens, and using the Tokens for receiving the Services, as disclosed and explained in Exhibit 2. By sending the payment for the Tokens, Buyer expressly acknowledges and assumes these risks.6. SECURITY OF BUYER'S TOKENS
Buyer shall implement reasonable measures for securing the wallet, vault or other storage mechanism utilized to receive and hold the purchased Tokens, including any requisite private keys or other credentials necessary to access such storage mechanisms.6.1.
In the event that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s Tokens and/or access to Buyer’s account. Company Parties are under no obligation to recover any Tokens and are not liable for such loss of Buyer's Tokens.7. KNOW YOUR CUSTOMER AND ANTI-MONEY LAUNDERING7.1.
Company reserves the right to conduct "Know Your Customer" and "Anti-Money Laundering" checks on Buyers (Invitees) if deem necessary or it becomes required by the applicable laws.7.2.
Upon any Company Party’s request, Buyer shall immediately provide to respective Company Party information and documents that such Company Party, in its sole discretion, deems necessary or appropriate to conduct "Know Your Customer" and "Anti-Money Laundering" checks. Such documents may include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards or sworn statements. Company may, in its sole discretion, refuse to distribute Tokens to Buyer (Invitee) until such requested information is provided.7.3.
Company reserves the right to refuse or reject the offer on acquisition of the Tokens from Buyer (Invitee) that, according to the information available to Company Parties, is suspected in receiving the funds used for the Token purchase or in using the Tokens or the Platform, with the aim of money laundering, terrorism financing, or any other illegal activity. In addition, Company has the right to use any possible efforts for preventing the money laundering and terrorism financing, including blocking of Buyer's (Invitee’s) Ethereum ERC20 Wallet, disclosing any information about such Buyer (Invitee) to the state authorities on their request, etc.7.4.
All payments by Buyer (Invitee) under this document shall be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a "non-cooperative country or territory" by the Financial Action Task Force, and is not a "foreign shell bank" within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.8. BUYER'S RESPONSIBILITY FOR THE TAXES8.1.
The purchase price that Buyer pays for the Tokens is exclusive of all applicable taxes. Buyer is solely responsible for determining what, if any, taxes apply to the purchase of the Tokens, including sales, use, value added, and similar taxes.8.2.
Buyer is responsible for withholding, collecting, reporting and remitting the correct taxes arising from the purchase of the Tokens to the appropriate tax authorities.8.3.
None of Company Parties bear liability or responsibility with respect to any tax consequences to Buyer arising from the purchase of the Tokens.9. REPRESENTATIONS AND WARRANTIES§1. Buyer's Representations and Warranties9.1.
By sending the payment for the Tokens, Buyer represents and warrants to each of the Company Parties that each of the following representations and warranties is true, accurate and not misleading on the date when such sending has occurred and on the date of conclusion of this Agreement:
(A) Buyer's Awareness of Transaction, Technology, and Risks
9.1.2. Buyer has read and understand the risks related to the Tokens and usage of the Platform specified in Exhibit 2.
9.1.3. Buyer has sufficient understanding of the functionality, usage, storage, transmission mechaisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand this Agreement and to appreciate the risks and implications of purchasing the Tokens.
9.1.4. Buyer has obtained sufficient information about the Tokens to make an informed decision to purchase the Tokens.
9.1.5. Buyer understands that the value of the Tokens over time may experience extreme volatility or depreciate in full.
(B) Authority to Enter into Agreement
9.1.6. Buyer has all requisite power and authority to execute and deliver this Agreement, to purchase the Tokens, and to carry out and perform his obligations under this Agreement.
9.1.7. If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase the Tokens.
9.1.8. If a legal entity, Buyer is duly organized, validly existing and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business. The person purchasing the Tokens on behalf of the legal entity is duly authorized to accept this Agreement on such entity’s behalf and that such entity will be responsible for breach of this Agreement.
(C) Buyer is not a Restricted Person
9.1.9. Buyer is not a Restricted Person and does not represent a Restricted Person.
(D) Compliance with Applicable Laws and Regulations
9.1.10. The entering into and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
(i) any provision of Buyer’s constituent documents, if applicable;
(ii) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject;
(iii) any material agreement, obligation, duty or commitment to which Buyer is a party or by which it is bound;
(iv) any foreign exchange, anti-money laundering or regulatory restrictions applicable to purchase of the Tokens; or
(v) any laws, regulations or rules applicable to Buyer.
9.1.11. Buyer will comply with any applicable tax obligations in Buyer's jurisdiction arising from the respective purchase of the Tokens.
(E) Purpose of Purchasing Tokens
9.1.14. Buyer agrees and confirms that acquires tokens for personal use and receive discounts for services provided on the platform, rather than for investment or financial goals.
(F) Legal Source of the Funds used for the Purchase
9.1.15. The funds, including any digital assets, fiat currency, virtual currency or Cryptocurrency, Buyer uses to purchase the Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the Tokens to finance, engage in, or otherwise support any unlawful activities.9.2.
Buyer agrees that if his country of residence or other circumstances change such that any of the representations and warranties specified in Article 9.1 are no longer accurate, that Buyer will immediately cease using the Site and its Services.§2. No Company Parties' Representations and Warranties9.3.
Buyer hereby acknowledges and agrees that the Tokens are sold on an "as is", "as available" and "with all faults" basis and Buyer purchases the Tokens exclusively at his own risk without any express or implied representations and/or warranties of any kind by Company Parties.9.4.
Company and other Company Parties (if applicable) expressly disclaim all express and implied warranties and representations as to the Tokens and the Platform. None of the Company Parties makes any representations or warranties, express or implied, including:
9.4.1. any warranties or representations of title;
9.4.2. . any warranty of merchantability, satisfactory quality, fitness for a particular purpose, workmanlike.
9.4.3.the suitability, reliability, availability, timeliness, and accuracy of the Platform, the Tokens, information, software, products, Services and related graphics contained on the Website for any purpose.9.5.
Without limiting the specified in Articles 9.3-9.4, none of the Company Parties represent or warrant that the process of payment of the Tokens or receiving the Tokens will be uninterrupted, error-free, free or shall remain free of viruses or other harmful components, or that the Tokens are reliable and error-free. As a result, Buyer acknowledges and understands that Buyer may lose the entire amount Buyer paid to Company.10. LIMITATION OF LIABILITY§1. Limitation of Liability10.1.
To the fullest extent permitted by applicable law:
10.1.1. in no event will any of Company Parties be liable for any Damages arising out of or in any way related to the sale or use of the Tokens, use of the Platform or otherwise related to this Agreement, regardless of the form of action, whether based in contract, tort (including simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such Damages and regardless of whether such Damages were foreseeable); and
10.1.2. in no event will the aggregate liability of the Company Parties (jointly), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to this Agreement or the use of or inability to use the Tokens or the Platform, exceed the amount you pay to Company for the Tokens.10.2.
To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against any of the Company Parties of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of any Company Party.10.3.
Company will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Company's reasonable control.10.4.
If applicable law does not allow all or any part of the above limitation of liability to apply to Buyer, the limitations will apply to Buyer only to the extent permitted by applicable law.10.5.
Buyer understands and agrees that it is Buyer's obligation to ensure compliance with any legislation relevant to his country of domicile concerning purchase and use of the Tokens and that Company Parties should not accept any liability for any illegal or unauthorized purchase or use of the Tokens.§2. Indemnification for Losses Incurred by a Company Party10.6.
To the fullest extent permitted by applicable law, Buyer will indemnify, defend and hold harmless and reimburse Company Parties from and against any and all claims, demands, actions, Damages, losses, costs and expenses (including attorneys’ fees) incurred by a Company Party arising from or relating to:
10.6.1. Buyer's purchase or use of the Tokens or the Platform;
10.6.4. any inaccuracy in any representation or warranty of Buyer;
10.6.5. Buyer's violation of any rights of any other person or entity; and/or
10.6.6. any act or omission of Buyer that is negligent, unlawful or constitutes willful misconduct.10.7.
Company reserves the right to exercise some control over the defense, at Buyer's expense, of any claim subject to indemnification under Article 10.6. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.§3. Force Majeure10.8.
Company Parties shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.10.9.
If an event of force majeure occurs, the party injured hereto by the other’s inability to perform may elect to suspend this Agreement, in whole or part, for the duration of the force majeure circumstances. The party hereto experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.§4. Release10.10.
To the fullest extent permitted by applicable law, Buyer releases the Company Parties from responsibility, liability, claims, demands, and/or Damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Buyer and Company Parties and the acts or omissions of third parties. Buyer expressly waives any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which Buyer may know or suspect to exist in favor of Buyer at the time of agreeing to this release.11. GOVERNING LAW AND DISPUTE RESOLUTION§1. Applicable Law11.1.
This Agreement will be governed by and construed and enforced in accordance with the laws of the Republic Singapore, without regard to conflict of law rules or principles (whether of the Republic Singapore or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.§2. Informal Dispute Resolution11.2.
Buyer and Company shall cooperate in good faith to resolve any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, and any non-contractual obligation or other matter arising out of or in connection with it ("Disputes"). If the parties hereto are unable to resolve a Dispute within 90 days of notice of such Dispute being received by all parties hereto, such Dispute shall be finally settled in arbitration proceeding as stipulated in Articles 11.4-11.8.§2. No Class Arbitrations, Class Actions or Representative Actions11.3.
Any Dispute is personal to Buyer and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.§3. Arbitration Proceedings11.4.
Any Dispute shall be referred to and finally resolved by arbitration under the Rules of the Singapore International Arbitration Centre in force on the date on which the arbitration is commenced, which Rules are deemed to be incorporated by reference into this Article.11.5.
The regulations of the SIAC provides for a sole arbitrator, but by agreement of the parties may select a Tribunal of three arbitrators. Each party to this Convention shall appoint one arbitrator. If any of the two parties could not appoint an arbitrator within 30 days after the commencement of the arbitration, the SIAC shall appoint an arbitrator on behalf of a party or parties who may not nominate arbitrators. The third arbitrator, who is the presiding arbitrator shall be appointed by the arbitrators appointed by the two parties, within 30 days after the last of their appointment.11.6.
The seat of the arbitration shall be Singapore, the Republic Singapore. The language of the arbitration shall be English.11.7.
Any award of the tribunal shall be final and binding from the day it is made.11.8.
The parties hereto agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable.12. TERMINATION OF AGREEMENT12.1.
This Agreement shall terminate upon the performance of all obligations of the parties hereof. In addition to the cases stated herein, Company reserves the right to terminate this Agreement at any time in its sole discretion, including in the event that Buyer breaches this Agreement.12.2.
Upon termination of this Agreement:
12.2.1. all of Buyer’s rights under this Agreement immediately terminate;
12.2.2. Buyer is not entitled to a refund of any amount paid, unless otherwise strictly provided herein; and
12.2.3. Article 5 (Acknowledgment and Assumption of Risks), Article 8 (Buyer's Responsibility for the Taxes), Article 9 (Representations and Warrantes) Article 10 (Limitation of Liability), Article 11 (Governing Law and Dispute Resolution), Article 12 (Termination of Agreement) shall continue to apply in accordance with their terms.13. MISCELLANEOUS§1. Entire Agreement13.1.
This Agreement together with the White Paper and other documents that might be published from time to time on the Website constitutes the entire agreement between Buyer and Company relating to purchase of the Tokens from Company.13.2.
To the extent this Agreement conflicts with the Website or any other document published from time to time on the Website (including but not limited to the White Paper), this Agreement prevails.13.3.
This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Buyer and any of the Company Parties, whether written or verbal, regarding the subject matter of this Agreement.§2. Severability13.4.
Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become illegal, invalid or unenforceable under the laws of any jurisdiction, the legality, validity or enforceability in that jurisdiction of the other provisions of this Agreement shall not be affected thereby.§3. Amendments to Agreement13.5.
Company reserves the right to change, modify, add, or remove portions of this Agreement for any reason at any time during the Token Sale and afterwards by posting the amended Agreement on the Website. The revised version will be effective at the time Company posts it unless indicated otherwise. If you do not agree to be bound by the amended or modified Agreement, you must cease accessing or using the Platform.§4. Assignment of Rights and Obligations13.6.
Company may assign Company's rights and obligations under this Agreement without Buyer's consent.§5. No Company's Waiver of Rights13.7.
Company's failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision and will not limit Company’s right to enforce such right or provision at a later time. All waivers by Company must be unequivocal and in writing to be effective.§6. Third Party Rights13.8.
Except as otherwise provided herein, this Agreement is intended solely for the benefit of Buyer and Company and is not intended to confer third-party beneficiary rights upon any other person or entity.§7. Notices13.9.
All notices, requests, claims, demands and other communications concerning this Agreement ("Notices") that a Company Party provides to Buyer, including this Agreement, will be provided in electronic form by:
13.9.1. posting a Notice on the Website; or
13.9.2. sending an email to the email address then associated with Buyer's account.13.10.
Notices provided by posting on the Website will be effective upon posting and Notices provided by email will be effective when a Company Party sends the email. It is Buyer's responsibility to keep his email address current. Buyer will be deemed to have received any email sent to the email address then associated with his account when a Company Party sends the email, whether or not Buyer actually receives or reads the email.13.11.
Notices that Buyer provides to a Company Party must be in the English and Russian language and delivered to the Company Party by email (firstname.lastname@example.org
). Such Notices will be effective one business day after they are sent.§8. Possibility to Negotiate Agreement13.12.
Each party hereto has had an unlimited and real opportunity to influence the terms of this Agreement as well as to propose, exclude and add any provisions of this Agreement. All the terms of this Agreement are agreed by parties hereto jointly. The circumstances of the preparation of this Agreement should not affect the interpretation of its terms and the sharing of the burden of proof between the parties hereto. If Buyer has any proposals to amend, correct or add this Agreement, he can contact Company by email (email@example.com
).§9. Forward-Looking Statements13.13.
The Exhibits form part of this Agreement and any reference to this Agreement includes the Exhibits. In this Agreement, references to "Articles" or "Exhibits" are references to Articles of, and Exhibits to, this Agreement.13.15.
In this Agreement, unless the context indicates otherwise or the contrary is expressly stated:
13.15.1. references to the singular include references to the plural and vice versa;
13.15.2. references to the male include references to the female and vice versa;
13.15.3. a reference to a person includes a reference to any individual, body corporate (wherever or however incorporated or established), association, partnership, government, state agency, public authority, joint venture, works council or other employee representative body in any jurisdiction and whether or not having a separate legal personality;
13.15.4. a reference to a person includes a reference to that person's legal representatives, assigns, and representatives of the assignments allowed in any jurisdiction and regardless of the presence or absence of separate legal personality; . a reference to a person includes a reference to that person's legal representatives, assigns, and representatives of the assignments allowed in any jurisdiction and regardless of the presence or absence of separate legal personality;
13.15.5. a reference to a company shall be construed so as to include any company, corporation or other body corporate or other legal entity, wherever and however incorporated or established; and
13.15.6. except as otherwise provided in this Agreement, when referring to time, time in GMT timezone shall apply.13.16.
The headings in this Agreement are inserted for convenience and reference purposes only and do not affect its interpretation13.17.
The words "hereof", "herein", "hereunder" and "hereby" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.13.18.
Wherever the word "include," "includes," or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation".13.19.
To the extent that this Agreement, the White Paper any other document that might be published from time to time on the Website conflict with translated copies, the English version prevails.EXHIBIT 1. TOKEN SALE PROCEDURE1. Token PreSale Period
1.1. Company will conduct a sale of the Tokens ("Token Sale"), which will begin at 12:00 AM GMT on September 25, 2018 ("Sale Launch Date") and end:
1.1.1. at 12:00 GMT on 25 November 2018; or
1.1.2. at the moment when the aggregate amount of payments for the Tokens received from all purchasers will reach the equivalent of 3,000,000 USD in Ethereum (ETH); or
at the end of the business day when the aggregate number of the paid Tokens and the Bonus Tokens will have achieved 3 000 000 Tokens (as described in Article 6.4.1 hereof), whichever is earlier ("Sale Expiration Date").2. Procedure for Buying and Receiving Tokens
2.1. Company will make available at the Website a web application to facilitate the procedure of purchase and receipt of the Tokens ("Web Application"). Buyer must ensure that the URL of Buyer's web browser indicates that it is using a hypertext transport protocol secure connection ("https") and that the domain name is correct.
2.2. To purchase the Tokens through the Web Application, Buyer shall:
2.2.2. enter the login information for the account; and
2.2.3. enter the Web Application using his User Account; and3. Token Price and Payment for Tokens
3.1. During the sale of the token, the exchange rate will be as follows: 1 token = 1 US dollar or equivalent at the launch date in ETH.
3.2. Payment for the Tokens shall be made, at Buyer's discretion:
3.2.1. in Fiat Currency by wire transfer to the account the details of which will be available in the Web Application as specified in Article 2.2 hereof; and/or
3.2.2. in Cryptocurrency by transfer to the unique Cryptocurrency wallet address the details of which will be available in the Web Application as specified in Article 2.2 hereof.
3.3. There is a minimal amount of payment for the Tokens that Buyer will be able to make. At any specific time, such minimal amount may be different for different Fiat Currencies/Cryptocurrencies, depending on the applicable exchange rate between the payment currency and Ether (ETH). The information on such minimal amount will be available in the Web Application at any specific time.
3.5. In the case Buyer makes payment for the Tokens in Fiat Currency/Cryptocurrency other than Ether (ETH), the exchange rate between the payment currency and Ether (ETH) accepted from the BestRate resource (https://bestrate.org/
) at the date of purchase. All additional fees for cryptocurrency conversion are borne by the Buyer.
3.6. Token shares, but the minimum amount is equal to 1 USD in equivalent ETH, so only can be purchased for a given amount.
3.7. For successful pre-sale tokens must be sold for an amount equal to or more than 800 000 USD or equivalent in ethers (ETH) in accordance with the terms set forth herein (the "minimum threshold"). If the minimum threshold is reached, all payments made by beneficiaries of reparation will be returned to them, in accordance with article 9 of the present document and the corresponding recipients do not receive any tokens.4. Bonus Programs
4.1 Company may launch different bonus programs enabling different persons to receive the Bonus Tokens. Different bonus programs may be launched for the benefit of different persons.
4.2. In some cases, Bonus Tokens may be accrued when applying referral bonus codes. The same person cannot use the referral bonus code which he has received as a result of the Token purchase, even if he uses different User Account.
4.4. only one bonus program specified in article 4.1 of this document, can be added to the bonus program.
4.6. Company reserves the right to amend the terms and conditions of bonus programs, at its sole discretion, at any time during the Token Sale.5. Buyer's Wallets
5.1. To purchase tokens, the buyer must be installed and purse capable tokens. In particular, the buyer must have:
5.1.1. a respective Crypto currency wallet if Buyer wishes to purchase the Tokens using the crypto currency from the provided list; and / or
5.1.2. and an Ethereum wallet that supports the ERC20 token standard in order to receive the Tokens due to Buyer ("Ethereum ERC20 Wallet").
5.2. Company reserves the right to prescribe additional guidance regarding specific wallet requirements.6. Creation and Distribution of Tokens
6.1. when transferring digital currency to address smart token contract release will occur and earning tokens on the sender's address.
6.3. the company expects that the distribution of tokens from token smart contract will occur immediately after closing smart contract one of the conditions mentioned in 1.1.2. or 1.1.3.
6.4. The total number of Tokens which will be created by the Token Smart Contract shall be equal to the sum of the following:
6.5. The condition of every contract smart 100 issued tokens will be released 15 additional tokens for the team. The maximum number of issued tokens at the stage of preliminary sale equal to 3 450 000 tokens
6.6. full Tokens will be distributed by smart token contract. The company expects to use the stored tokens in its sole discretion.
6.7. All Tokens will be of equal value and functionality.7. Stop of Distribution Process
7.1. Company reserves a right to an emergency to stop the process of distribution of the Tokens in limited situations, such as, but not limited to:
7.1.1. detection of serious security threats
7.1.2. detection of a serious network performance problem;
7.1.3. a serious attack on the Site or the network of the Etherium8. Refund of Payments
8.1 In the cases specified in the Agreement and / or in this Annex, as well as in other cases at the discretion of the Company, Company can perform a refund of payment (partially or in full) refund of the payment made to the address of the company in the currency made by the person for the acquisition of Tokens ("Refund") .
8.2. The form of payment for the refund will be the same as the Refund Receiver used when made a respective payment for the Tokens.
8.3. If the return to the Buyer means a return in a crypto currency, the Company, at its sole discretion.EXHIBIT 2. LIST OF RISKS
An acquisition of the Tokens involves a high degree of risk. Buyer should carefully consider the following information about these risks before he decides to buy the Tokens. If any of the following risks actually occurs, Company Parties' business, the Platform, the value of the Tokens could be materially adversely affected.
Company has described the risks and uncertainties that its management believes are material, but these risks and uncertainties may not be the only ones Company Parties face. Additional risks and uncertainties, including those Company currently is not aware of or deem immaterial, may also materially adversely affect on Company Parties' business, site work, the value of the Tokens.1. RISKS CONNECTED TO THE VALUE OF TOKENS
1.1. No Rights, Functionality or Features Other than Strictly Provided Herein. The Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the Platform, other than strictly provided in the White Paper.
1.2. Lack of Development of Market for Tokens. Because there has been no prior public trading market for the Tokens, the sale of the Tokens may not result in an active or liquid market for the Tokens, and their price may be highly volatile.
1.3. Risks Relating to Highly Speculative Traded Price. The valuation of digital tokens in a secondary market is usually not transparent, and highly speculative. The Tokens do not hold any ownership rights to Company’s assets and, therefore, are not backed by any tangible
asset. Traded price of the Tokens can fluctuate greatly within a short period of time. There is a high risk that a token holder could lose his/her entire contribution amount. In the worst-case scenario, the Tokens could be rendered worthless.
1.4.Tokens May Have No Value. The Tokens may have no value and there is no guarantee or representation of liquidity for the Tokens. Company Parties are not and shall not be responsible for or liable for the market value of the Tokens, the transferability and/or liquidity of the Tokens and/or the availability of any market for the Tokens through third parties or otherwise.
1.5. Tokens are Non-Refundable. Except for the cases strictly provided by the applicable legislation or in the legally binding documentation on the Tokens sale, Company Parties are not obliged to provide the Token holders with a refund related to the Tokens for any reason, and the Token holders will not receive money or other compensation in lieu of the refund. No promises of future performance or price are or will be made in respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the private law of the Token holder.
1.6. Risks of Negative Publicity. Negative publicity involving the Company, the Platform, the Tokens or any of the Company's Parties may materially and adversely affect the market perception or market price of the Tokens, whether or not it is justified.
1.7. Use of Tokens in Restricted Activities by Third Parties. Programs or websites banned or restricted in certain jurisdictions, such as gambling, betting, lottery, sweepstake, pornography and otherwise, could accept different crypto-currencies or tokens in their operation. The regulatory authorities of certain jurisdictions could accordingly take administrative or judicial actions against the such programs or websites or even the developers or users thereof The company does not intend and can not monitor any program or website that uses tokens with such purposes. Therefore, any punishment, penalty, sanction, crackdown or other regulatory effort made by any governmental authority may more or less frighten or deter existing or potential users away from using and holding the Tokens, and consequently bring material adverse impact on the
prospect of the Tokens.
1.8. Risks Arising from Taxation. The tax characterization of the Tokens is uncertain. The buyer shall seek his own tax advice in connection with acquisition, storage, transfer and use of the Tokens, which may result in adverse tax consequences to the buyer, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.2. BLOCKCHAIN AND SOFTWARE RISKS
2.1. Blockchain Delay Risk. On the most blockchains used for cryptocurrencies' transactions (e.g., Ethereum, Bitcoin blockchains), timing of block production is determined by proof of work so block production can occur at random times. For example, the cryptocurrency sent as a payment for the Tokens in the final seconds of the Token sale may not get included into that period. The respective blockchain may not include the purchaser’s transaction at the time the purchaser expects and the payment for the Tokens may reach the intended wallet address not in the same day the purchaser sends the cryptocurrency.
2.2. Blockchain Congestion Risk. The most blockchains used for ryptocurrencies' transactions (e.g., Ethereum, Bitcoin blockchains) are prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the network in an attempt to gain an advantage in purchasing cryptographic tokens. That may result in a situation where block producers may not include the purchaser’s transaction when the purchaser wants or the purchaser’s transaction may not be included at all.
2.3. Risk of Software Weaknesses. The token smart contract concept, the underlying software application and software platform (i.e. the Ethereum, Bitcoin blockchains) are still in an early development stage and unproven. There are no representations and warranties that the process for creating the Tokens will be uninterrupted or error-free. There is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the cryptocurrency and/or the Tokens.
2.4. Risk of New Technology. The Platform, the Tokens and all of the matters set forth in the White Paper are new and untested. The Platform and the Tokens might not be capable of completion, creation, implementation or adoption. It is possible that no blockchain utilizing the Platform will be ever launched. Purchaser of the Tokens should not rely on the Platform, the token smart contract or the ability to receive the Tokens associated with the Platform in the future. Even if the Platform is completed, implemented and adopted, it might not function as intended, and any Tokens may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Platform and the Tokens may become outdated.3. SECURITY RISKS
3.1. Risk of Loss of Private Keys. The Tokens may be held by token holder in his digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private keys associated with such token holder’s digital wallet or vault storing the Tokens will result in loss of such Tokens, access to token holder’s Token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private keys, including by gaining access to login credentials of a hosted wallet or vault service the token holder uses, may be able to misappropriate the token holder’s Tokens.
3.2. Lack of Token Security. The Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the token smart contract which creates the Tokens or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Ethereum platform rests on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the Tokens or result in the loss of Tokens, the loss of ability to access or control the Tokens. In the event of such a software bug or weakness, there may be no remedy and holders of the Tokens are not guaranteed any remedy, refund or compensation.
3.3. Attacks on Token Smart Contract. The blockchain used for the token smart contract which creates the Tokens is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Any successful attacks present a risk to the token smart contract, expected proper execution and sequencing of the Token transactions, and expected proper execution and sequencing of contract computations.
3.4. Risk of Incompatible Wallet Service. The wallet or wallet service provider used for the acquisition and storage of the Tokens, has to be technically compatible with the Tokens. The failure to assure this may have the result that purchaser of the Tokens will not gain access to his Tokens.
3.6. Risks of Theft of the Funds Raised in the Token Sale. The Company will make every effort to ensure that the funds received from the Token Sale will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on the Website, in the smart contract(s), on the Ethereum or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if the Token Sale is completed, the Company may not be able to receive the cryptocurrencies raised and to use such funds for the development of the Platform and/or for launching any future business line. As such, distributed Tokens may hold little worth or value, and this would impact its trading price.4. RISKS RELATING TO COMPANY
4.1. Risks relating to Ineffective Management. The Company and Company Parties may be materially and adversely affected if they fail to effectively manage their operations as their business develops and evolves, which would have a direct impact on the Company's ability to maintain the Platform and/or launch any future business lines.
4.2. Risks Related to Highly Competitive Environment. The financial technology and cryptocurrency industries, and the markets in which the Company competes are highly competitive and have grown rapidly over the past years and continue to evolve in response to new technological advances, changing business models and other factors. As a result of this constantly changing environment, the Company may face operational difficulties in adjusting to the changes, and the sustainability of the Company will depend on its ability to manage its operations and ensure that it hires qualified and competent employees, and provides proper training for its personnel. As its business evolves, the Company must also expand and adapt its operational infrastructure. The Company cannot give any assurance that the Company will be able to compete successfully.
4.3. Risks Relating to General Global Market and Economic Conditions. Challenging economic conditions worldwide have from time to time may continue to contribute to slowdowns in the information technology industry at large. Weakness in the economy could have a negative effect on the Company's business, operations and financial condition, including decreases in revenue and operating cash flows, and inability to attract future equity and/or debt financing on commercially reasonable terms. Additionally, in a down-cycle economic environment, the Company may experience the negative effects of a slowdown in trading and usage of the Platform.
4.4. Risks of Non-Protection of Intellectual Property Rights. The Company relies on patents and trademarks and unpatented proprietary know-how and trade secrets and employ commercially reasonable methods, including confidentiality agreements with employees and consultants, to protect know-how and trade secrets. However, these methods may not afford complete protection and the Company cannot give any assurance that third parties will not independently develop the know-how and trade secrets or develop better production methods than the Company.
4.5. Risks of Infringement Claims. The competitors of the Company, other entities and individuals, may own or claim to own intellectual property relating to products and solutions of the Company. Third parties may claim that products and solutions and underlying technology of the Company infringe or violate their intellectual property rights. The Company may be unaware of the intellectual property rights that others may claim cover some or all of products or technology of the Company.5. RISKS RELATING TO PLATFORM DEVELOPMENT
5.1. Risk Related to Reliance on Third Parties. Even if completed, the Platform will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of might have a material adverse effect on the Platform.
5.2. Dependence of Platform on Various Factors. The development of the Platform and infrastructure construction may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
5.3. Lack of Interest to the Platform. Even if the Platform is finished and adopted and launched, the ongoing success of the Platform relies on the interest and participation of third parties like developers. There can be no assurance or guarantee that there will be sufficient interest or participation in the Platform.
5.4. Changes to the Platform. The Platform is still under development and may undergo significant changes over time. Although the project management team intends for the Platform to have the features and specifications set forth in the White Paper, changes to such features and specifications can be made for any number of reasons, any of which may mean that the Platform does not meet expectations of holder of the Tokens.
5.5. Ability to Introduce New Technologies. The blockchain technologies industry is characterised by rapid technological change and the frequent introduction of new products, product enhancements and new distribution methods, each of which can decrease demand for current solutions or render them obsolete.
5.6. Risk of an Unfavorable Fluctuation of Cryptocurrency Value. The proceeds of the sale of the Tokens will be denominated in cryptocurrency, and may be converted into other cryptographic and fiat currencies. If the value of cryptocurrencies fluctuates unfavorably during or after the Token sale, the project management team may not be able to fund development, or may not be able to develop or maintain the Platform and to create infrastructure, as it was previously envisaged.
5.9. Risk of termination of contractual relations between partner companies. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ethereum, Bitcoin or other cryptographic and fiat currencies, decrease in the Tokens, the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and the Company may dissolve.6. RISKS ARISING IN COURSE OF COMPANY PARTIES' BUSINESS
6.1. Risk of Conflicts of Interest. Company Parties may be engaged in transactions with related parties, including respective majority shareholder, companies controlled by him or in which he owns an interest, and other affiliates, and may continue to do so in the future. Conflicts of interest may arise between any Company Party's affiliates and respective Company Party, potentially resulting in the conclusion of transactions on terms not determined by marketforces.
6.2. Risks Related to Invalidation of Company Parties Transactions. Company Parties have taken a variety of actions relating to their business that, if successfully challenged for not complying with applicable legal requirements, could be invalidated or could result in the imposition of liabilities on respective Company Party. Since applicable legislation may subject to many different interpretations, respective Company Party may not be able to successfully defend any challenge brought against such transactions, and the invalidation of any such transactions or imposition of any such liability may, individually or in the aggregate have a material adverse effect on the Company.
6.3. Risk Arising from Emerging Markets. Company Parties or some of them may operate on emerging markets. Emerging markets are subject to greater risks than more developed markets, including significant legal, economic and political risks. Emerging economies are subject to rapid change and that the information set out in the White Paper may become outdated relatively quickly.7. GOVERNMENTAL RISKS
7.1. Uncertain Regulatory Framework. The regulatory status of cryptographic tokens, digital assets and blockchain technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies. It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic tokens, digital assets, blockchain technology and its applications. Such changes could negatively impact the tokens in various ways, including, for example, through a determination that the tokens are regulated financial instruments that require registration. Company may cease the distribution of the Tokens, the development of the Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.
7.2. Failure to Obtain, Maintain or Renew Licenses and Permits. Although as of the date of starting of the Token sale there are no statutory requirements obliging Company to receive any licenses and permits necessary for carrying out of its activity, there is the risk that such statutory requirements may be adopted in the future and may relate to any of Company Parties. In this case, Company Parties' business will depend on the continuing validity of such licenses and permits and its compliance with their terms. Regulatory authorities will exercise considerable discretion in the timing of license issuance and renewal and the monitoring of licensees’ compliance with license terms. Requirements which may be imposed by these authorities and which may require any of Company Party to comply with numerous standards, recruit qualified personnel, maintain necessary technical equipment and quality control systems, monitor our operations, maintain appropriate filings and, upon request, submit appropriate information to the licensing authorities, may be costly and time-consuming and may result in delays in the commencement or continuation of operation of the Company. Further, private individuals and the public at large possess rights to comment on and otherwise engage in the licensing process, including through intervention in courts and political pressure. Accordingly, the licenses any Company Party may need may not be issued or renewed, or if issued or renewed, may not be issued or renewed in a timely fashion, or may involve requirements which restrict any Company Party's ability to conduct its operations or to do so profitably.
7.3. Risk of Government Action. The industry in which Company Parties operate is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of Company Parties and/or pursue enforcement actions against them. All of this may subject Company Parties to judgments, settlements, fines or penalties, or cause Company Parties to restructure their operations and activities or to cease offering certain products or services, all of which could harm Company Parties' reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Tokens and/or on the company as a whole.
7.4. Risk of Burdensomeness of Applicable Laws, Regulations and Standards. Failure to comply with existing laws and regulations or the findings of government inspections, or increased governmental regulation of Company Parties operations, could result in substantial additional compliance costs or various sanctions, which could materially adversely affect Company Parties business
7.5. Unlawful or Arbitrary Government Action. Governmental authorities may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary a law or influenced by political or commercial considerations. Moreover, the government also has the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or terminate contracts. Unlawful, selective or arbitrary governmental actions have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions and civil actions. Federal and local government entities have also used common defects in matters surrounding the Token sale as pretexts for court claims and other demands to invalidate or to void any related transaction, often for political purposes. In this environment, Company Parties' competitors may receive preferential treatment from the government, potentially giving them a competitive advantage over Company Parties.8. RISK VARIATION
8.1. Blockchain technologies and cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included above, there are other risks associated with your purchase, holding and use of the Tokens, including those that the Company cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.